NORFOLK SOUTHERN CORP — Director's Dealing 2012

Jan 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2012-01-26

Reporting Person: Manion Mark D (Executive Vice President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	Common Stock	A	24013	—	Acquired	84389	Direct
2012-01-26	Common Stock	F	9492	$75.14	Disposed	74897	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-26	Option (right to buy) granted 2012	$75.14	A	18000	Acquired	2022-01-25	Common Stock (18000)	Direct
2012-01-26	Restricted Stock Units	$	A	3000	Acquired	2017-01-26	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22253	Indirect
Common Stock	5774.1585	Indirect

Footnotes

F1: Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).

F2: Excludes 22,253 shares held indirectly in grantor retained annuity trusts (GRATs)

F3: Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of January 26, 2012, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusteed 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.

F4: Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a Rule 16b-3 plan).

F5: Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 26, 2012 under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be satisfied in Common Stock on January 26, 2017.